Hoosier Banker 93 trants are not prohibited from disclosing the methodologies if they would be helpful to investors or to prevent the list from being misleading or confusing. A registrant has the option of including nonfinancial performance measures in the list but only if such measures are included in their three to seven most important performance measures, and it has disclosed at least three most important financial performance measures. A maximum of seven measures is allowed. Registrants will be able to cross-reference to existing disclosures elsewhere in filings that describe the various processes and calculations that go into determining NEO compensation as it relates to these metrics. Company-Selected Measure & Required Descriptions The company-selected measure is a financial performance measure chosen by the registrant and specific to the registrant that – in the registrant’s assessment – represents the most important financial performance measure the registrant uses to link compensation actually paid to the registrant’s NEOs to company performance for the most recently completed fiscal year. This measure must be one of the three to seven listed performance measures noted in the section above. Registrants also would be required to provide a clear description (narrative or graphical) of the relationship of the company-selected measure to executive compensation actually paid. The new table will include the numerically quantifiable performance of the issuer under the company-selected measure for each covered fiscal year, e.g., if the company-selected measure for the most recent fiscal year was total revenue, the company would disclose its quantified total revenue performance for each year. Disclosure of the calculation methodology for the company-selected measure is not required. Registrants are permitted to supplement their company-selected measure disclosure, so long as any additional disclosure is clearly identified as supplemental, not misleading and not presented with greater prominence than the required disclosure. Non-GAAP measures. A registrant’s company-selected measure or additional measures included in the table may be non-GAAP financial measures. The final rules specify that disclosure of a non-GAAP measure will not be subject to Regulation G and Item 10(e) of Regulation S-K; however, disclosure must be provided as to how the number is calculated from the registrant’s audited financial statements. Narrative Disclosures Registrants must use the tabular information to provide clear descriptions of the relationships between compensation actually paid and three measures of financial performance—the registrant’s TSR, the peer group’s TSR and the company-selected measure. Registrants have flexibility as to the format in which to present the descriptions of these relationships, whether graphical, narrative or a combination of the two. Registrants also
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